They may need approval for the issue of shares for the reason you state (as in a reverse takeover). However, the merger is URL over VCN. The VCN shareholders will be the ones voting on the merger.
I ran the numbers on the acquistion when the announcement. For 31.5M URL is acquiring 28M cash and a project. The differential will be a bit wider with the rise in share price.
They may need approval for the issue of shares for the reason...
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